Insomnia
by Minga01
Summary: Elena is having trouble sleeping, so she calls on Damon to help her occupy her time.
1. 3 Am

**A/N: Here's my little story for Delena fans. I don't own the vampire diaries, I just felt like writing about the characters. The story may seem a little out of character, but that's what has to happen if these kind of things are going to happen.**

Chapter 1

3 Am

3 am was one of the most deplorable times to be awake. It was the line that separated day and night. It's hard to tell when you're trying to go to bed at 3 am if you're going to bed really late or really early.

I glanced at the clock for the fiftieth time and growled. Each minute that ticked by took over a million heartbeats to pass. It was only 3:15 and I wasn't even remotely close to being sleepy.

With an exasperated sigh, I sat up and grabbed my phone, mentally flipping through my friends to see who would be up this early and be willing to hang out or at least talk.

Bonnie, Matt, and Caroline were out of the question since I knew they had come back from a party around 1am. They'd want to sleep. Especially since there was school in a couple hours.

I could call Stefan, but for some reason I didn't really feel like seeing the concern that would spread on his face as he tried to find the source of my insomnia. It was annoying enough to have to deal with his constant over protective hovering, but add zero sleep to a mix and you got one cranky Elena.

There was always Damon. I knew he'd be awake. I rarely heard of a time when he was asleep. His habits of drinking booze and partying kept him in the frat boy persona for the rest of eternity. It was a good thing that as a vampire he had regeranting powers since his insides would probably be wrecked beyond repair if he were human.

_Hi. You awake?_

It only took a minute for him to respond, and before I opened the text, I hesitated. Did I really want to hang out with Damon?

_Yeah. Bored out of my mind._

I could picture Damon rolling his eyes and lounging on the large sofa they had in the parlor, a glass just slightly filled with amber liquor dangling from his hand.

_Want to hang?_

While I waited for him to reply, I started thinking about things he and I could do together this late at night. I wasn't much up for getting wasted or being fed on, and since those were really the only two activities of Damon's I knew about, I was unsure if I wanted to partake.

_I'm not alone_.

_I thought you said you were bored_.

_I am bored. But just because I'm bored doesn't mean I'm not preoccupied_.

I glanced at the clock. Ten minutes had past, and still not even the beginning signs of fatigue were showing. Part of me wanted to hang out with Damon. It was the part I gave in to.

_Wanna ditch your date and go do something?_

_Oh Elena, how presumptuous of you to think that I would drop whatever I'm doing to run to your side_.

My eyebrow rose. _Wouldn't you?_

A couple minutes passed before he responded. It made me worry. Had I said the wrong thing? I hadn't meant to make him angry with me.

_You're right. I'm game. I'll be there in a few_.

_C u soon. _

It took me a couple tries to get out of bed and head to the dresser to put some proper attire on. Despite there being absolutely no want of sleep in my body, my bed was comfortable and warm and it was difficult for me to leave that and walk across the freezing hardwood floor to my dresser. Looking down at my clothes, I was able to push the discomfort out of my mind and throw on some jeans and a t-shirt over the booty shorts and bra that I had been wearing. The last thing I needed to have happen was for Damon to see me in my underwear.

"Aw, don't get changed just for me." A voice said from my window. I looked over and saw Damon sitting on my window sill, watching me with those predatory blue eyes of his. The smirk fixed in place on his lips as he got up to walk towards me.

I tried to back away, but he had his hands on my hips, pulling me closer to him, before I could get very far.

"So, my dearest Elena. To what do I owe the honor of your company?"

I shrugged. "I couldn't sleep."

"So you called me instead of your beloved boyfriend?" His eyebrow rose.

"Yeah. Because I knew you'd be awake."

He sighed and let go of me, pushing me slightly towards the door as he sat down on my bed. "Your right. Stefan is so wrapped up in his wannabe human thing that he even sleeps like one." Damon grabbed my stuffed bear and made it dance across his lap. "He doesn't seem to realize that, as vampires, we don't need a heck of a lot of sleep."

"But apparently you need a heck of a lot of booze."

He shrugged and lay back on the bed, his body filling up the majority of my full sized mattress. He looked so comfortable just lounging in my personal space, and yet the darkness of his features and clothing clashed with the brightness of my room and thus made his existence here a perversion.

"Why do you drink so much, Damon?"

"Why do you hang around blood thirsty vampires, Elena?"

It was my turn to shrug. "Because they came into my life."

"Well, liquor came into my life at a young age and it kind of just stuck, you know?"

I sat down on the edge of the bed cross legged. If I had kept my feet on the wood floor any longer they would have frozen solid and I'd have ice feet.

"Thank you for coming, Damon." I said quietly. "I didn't mean to interrupt your date."

"Date?" He scoffed. "I didn't have a date."

I blinked. "But you said you had company over."

"Yeah", he nodded. "I was talking with Stefan."

"Did you tell him you were coming here?" I asked, my heart speeding up a bit. If Stefan knew that I had invited Damon over and not him, it would only end up fueling the jealousy and resentment he had towards Damon because we were developing a friendship. A friendship that was still in the conceptual stage.

"Yes. I said, 'Well brother, I'm tired of talking to you so I'm going to go and see what your darling little woman is up to.'"

I narrowed my eyes at him. "Seriously?"

He rolled his eyes. "You're really gullible, you know that?"

"Did you know that gullible isn't in the dictionary?" I asked, unable to hide the grin of satisfaction as he looked genuinely perplexed, thinking about what I had said.

"Of course it is." He snapped, but he sounded uncertain. "Why wouldn't it be?"

"Go look it up if you don't believe me." I pointed to the dictionary on the floor next to my backpack. He looked from me to the dictionary and then back to me. His eyes narrowed to slits and he chucked the teddy bear at my stomach.

"That isn't nice, Elena. Are you trying to make me upset?"

"Why would I ever do that?" I smiled, trying to look angelic.

He relaxed his glare and sat up straighter on the bed. "You have quite the devil in you. Why do you put up with my self-proclaimed saint of a brother?"

"Because I love him."

He scoffed. "Love has nothing to do with anything."

"Sure it does. Why else would you pursue Katherine for almost 150 years?"

The glare was back and he shook his finger at me. "This is why I drink."

"Because of Katherine?"

"No. Because of you." He got up and was at the window sill before I could breathe.

I held out my hand. "Wait." He turned and looked at me. "Don't go, Damon. I'm sorry. That was out of line."

He walked further into the room, eyeing me suspiciously as he leaned against my dresser. "What do you want, Elena? Why am I here?"

"Well, you were bored and I can't sleep so I figured we could hang out together."

"And be all buddy-buddy like?" He snipped.

"We were able to get along just fine in Atlanta."

He opened his mouth to retort, but closed it again. "Fine. What do you want to do, then?"

I tapped the open space next to me on the bed. "You wanna talk?" I asked as he sat next to me.

"So you can mention the evil ice queen again? I'll pass."

"Then what do you want to do?"

It made me glad to know he wasn't too upset with me when the smirk drew on his lips again and he glanced down at my neck.

"I am pretty hungry." He purred.

My hands went to my throat. "You're not getting a bite out of me."

He leaned in closer, his lips hovering centimeters from mine. "Who said I wanted your blood?"

I could smell the aftershave he used and the foresty scent of his cologne, the smell made my senses tingle. His lips looked soft and very kissable. If I had so much as twitched, I'd have been able to see exactly how soft they were.

Instead, I leaned back and lay down on the bed. His eyes widened a little bit and he moved closer to me, but I put a hand up to stop him. "Let's go somewhere," I whispered.

He glanced around. "Like where?"

I jumped off the bed and slipped my shoes on. "The falls. I haven't been there since the beginning of school and that's way too long."

I turned around to find that Damon was gone. When I looked out the window, he was sitting in the tree that was across from my room, perched like some magnificent bird.

"You're going to have to move." I said, standing up out of the window.

"Why don't you just use the door?" He growled, jumping down from the tree.

"The same reason why you don't." I smiled, stepping out onto the thickest branch and then scaling down the tree, trying hard not to think about Damon's gaze on my butt.

We walked over to his car, which was parked a couple houses down, and I waited for him to unlock the passenger side for me. He got dangerously close as he put the key into the door, and his lips brushed my cheek when he walked past to the driver's side.

"Don't you think that visiting the 'mystic falls' this late at night is just a tad bit too romantic of a place to be going with your boyfriend's brother?"

I slid into the passenger seat and buckled myself in. "It would only be romantic if I wanted it to be that way."

He started the car. "Do you want it to be that way?" He asked.

My lips formed 'no', but the word didn't leave them. Instead, I looked out the window and shrugged, earning me a laugh from Damon.

**A/N: Like it? Hate it? Please review. No flames, please. It's my first fanfic.**


	2. The Falls

**A/N: Here's the second chapter. Hope you guys like it. Again, I don't own the vampire diaries.**

Chapter 2

The Falls

Damon parked his car out in front of the gazebo, and I was slow getting out of the car. Seeing the falls and the bridge and the gazebo where we had all partied that night so many months ago brought back the memory of Vicki and all the terrible things Damon had done to her.

I jumped when Damon touched my shoulder. I was still sitting in the car and he had come to open the door for me.

"Are you alright?" He asked, concern openly spread on his face.

My eyes glanced at his lips. Just underneath that undeniably soft tissue were fangs, powerful weapons designed to kill. Did I really want to be alone with an admitted killer in the middle of nowhere?

But the way his hand was holding my shoulder, tenderly as if he thought it might break if he pressed to hard, and the look in his eyes let me relax. Damon wouldn't hurt me. Not intentionally and he wouldn't do what he did to Vicki. I nodded my head and stepped out of the car.

Not looking behind me, I headed for the bridge above the falls. I remembered being here with Stefan, but that memory seemed faded and it was hard to remember the details of everything that happened.

I leaned against the railing and breathed in the water that hung in the air. My eyes closed and I took in the roaring sound of the falls as the water fell and crashed onto the jagged rocks at the bottom. It was hypnotizing and you could get lost in the timelessness of the area. No wonder these mountainous cascades of water had been dubbed 'mystic'.

I was brought back to the now when I felt Damon's hand on my back. I turned to look at him and saw he was standing right behind me, watching me with concern. I had invited him over so I could avoid the worried looks of Stefan, and yet here I was being held in the same regard with Damon.

"What?" I growled, turning back to the falls.

"What's wrong, Elena? Why did you want to come here?"

I shrugged. "Cause it's relaxing." I turned back to him. "Can't you feel the magic that flows through this place?"

He leaned on the rail next to me and we both looked out over the water. The moonlight was spilling across the rippled lake underneath the bridge, causing the silvery light to dance and swirl. There were fireflies bouncing over the water and along the reeds, creating an ethereal glow. It really was a magical place.

"The only thing worth seeing here is you, Elena." He whispered.

"Is it hard for you to be with me?" I asked.

"Because you look like her?" I nodded. "No. The biggest difference between you and her, aside from the fact that you have a heart that still beats, is your kindness." He turned to me and brushed his knuckles against my cheek. My eyes closed at his soft touch. "You glow with warmth and caring."

Though my eyes were closed, I could feel him leaning forward and then shivered when his lips pressed against my cheek. Those lips of his were beyond soft, and they made my skin tingle even after he had backed off.

I opened my eyes and gave him a smile as soft as his lips were.

He was still hovering inches away from my face, perhaps wanting to lean forward and kiss my lips.

My eyes widened and I took a step back from him. "You were right."

"About?" He asked, tilting his head to the side.

"This place is way too romantic to be alone with you here." I looked down at my feet, but it allowed me to see that he took a step towards me, putting us closer than we had been before. I dared not look up, for fear of accidentally touching my lips to his.

His finger touched my chin, raising my face to his. He leaned in, his lips hesitating a breath away from mine. He was giving me the chance to push him away, to make him stop, but I couldn't. Instead, I closed my eyes and pressed my lips to his.

He wrapped his arms around me as our lips moved against each other, sending tingles throughout my skin. He was warm and his lips tasted salty. I couldn't stop myself from licking his lips to get a better taste. He moaned into my mouth, and I used the opportunity to touch my tongue to his.

In that instant that the kiss deepened, I felt my heart speed up and I flung my arms around his neck, grabbing a fistful of his hair to press him closer to me. He smiled and nibbled my bottom lip, causing me to moan.

His hands roamed my back and entangled themselves in my hair. His touch caused my skin to set on fire.

I didn't know how long we stayed like that, the sound of the falls drowned out any sense of time, but eventually he pulled back and I lowered my head to his shoulder and closed my eyes. I took in a deep breath, trying to suck up as much of his scent as I could muster, and reveled in the smell of Damon.

He kissed my hair and nuzzled it with his nose.

I smiled and opened my eyes.

It was daylight, the newly risen sun was pouring in through my room and my alarm clock was blaring next to me.

I looked around me and found that I was in bed, my hands wrapped tightly around my pillow, the blankets tangled around my legs.

With a sigh, I sat up and glanced around the room, looking for any sight of Damon. I sniffed around my bed, trying to smell for him, but I only found the scent of my perfume and shampoo.

"Damn." I whispered. It had only been a dream. An amazing dream, but a dream none the less.

I got up, got dressed, and headed out to school. Bonnie and Caroline were waiting for me at school and I tried my best to keep up with the details of the party they had gone to last night. My mind was nowhere near that topic. I found from time to time that my fingers would press to my lips, remembering the way Damon had nibbled on them in the dream.

"Is something wrong?" Bonnie asked, snapping me out of my trance.

"No." I asked, my hand dropping to my side. "Why?"

"You keep touching your bottom lip." She analyzed my lip. "You didn't cut it did you?"

I shook my head. "I accidentally bit it this morning. It's still a little tender."

She nodded. "Oh, ok. Well, since school's over, do you wanna hang?"

The day was over already? Where had the time gone?"

"Actually, I have to go talk to Stefan. He sent me a text this morning asking me to come over after school. If I manage to get out of there early, would you wanna hang out then?"

"Sure." She smiled, giving me a hug. "See ya later."

I headed over to my car, and sat still for a moment. Why had I lied to Bonnie? Sure, Stefan had texted me, but just to say good morning. The usual stuff. I probably should go visit him, be the good little girlfriend he wanted me to be, but I didn't want to take a chance running into Damon. I still didn't know how much of last night was dream and how much had actually happened. Maybe I had dreamed it all and he had never come over, and we definitely never kissed.

Then again, what if it had happened?

I pulled my phone out of my pocket and started typing.

_You home?_

I sent the text to Damon. In a heartbeat I had a reply.

_Of course. Why?_

_Just wanted to talk. Is that okay?_

_You want a repeat of last night?_

My heart skipped a beat. Had it all actually happened? "Shit." I muttered under my breath.

_What do you mean?_

_You asked me over last night instead of your boyfriend. We hung out. Is this going to be a repeat?_

I sighed in relief. So we had hung out, but we hadn't gone to the falls. I thanked God and smiled.

_Sure, why not. Is Stefan there?_

_Nope. He went out hunting bunny rabbits. So it's just us. _

_See ya in a few._

I pulled my car out of the school parking lot and headed towards the Salvatore boarding house. Sure, it was still a risk seeing Damon without Stefan there, but we were friends. Kind of. It was better to start trusting him to behave while we were alone then to avoid him in case something happened.

But nothing would happen, I said to myself as I arrived at their house. I walked up to the front door and knocked. Damon opened the door, greeting me with a wicked grin.

"Why hello there, Elena. What can I do ya for?"

I rolled my eyes and pushed past him. "I just came to see how you were doing, Damon."

"Aww, how sweet." He purred into my ear. I had paused in the parlor and I could feel the warmth radiating from him as he stood right behind me. I was tempted to lean back against him, but that would make the implications of my dream seem way too real.

I turned around and glared at him. "Don't do that."

"Do what?" He asked, trying to look innocent, but the expression was ruined by the smirk on his lips.

"You know what." I growled, poking him in the chest. "You can't get to me that easily."

"You say that," he whispered, leaning forward. "But I know what you're really thinking."

I started leaning forward too, but caught myself and stepped back. I've been doing that a lot around Damon. He was always just a step too close for comfort.

"Can't we just hang out without all of the sexual tension there?" I sighed walking over to the couch, exasperated. He was always making it so hard to just be around him. There always had to be some kind of innuendo in his words.

"So you admit there's a sexual connection between us." He asked, sitting down next to me.

"No, I'm saying you're creating one."

"Because I'm a sexy beast."

I shook my head. "Because you want to piss off Stefan."

His eyes narrowed at me. "You honestly think that's my only reason for existing? To piss off my redeemed brother?"

I shrugged. "What else is there then?"

He leaned back, closing his eyes and placing his hand over his brow. "Nothing then. You're right. All I live for is to make my brother's existence a living hell."

His reaction caught me off guard. Was Damon doing all of those touchy feely things because he genuinely wanted to?

"Damon?" I asked, putting my hand on his arm. He looked at me under his hand that covered his eyes. "Are you ok?"

He sighed. "Yes, Elena. I'm ecstatic." He got to his feet. "I just realized I haven't had anyone to snack on today. If you don't want to be that girl, I suggest you leave." He nodded towards the door.

The slight anger in his voice, made me flinch. I did as I was told and walked to the door. I turned around to say goodbye, but he was already gone.

**A/N: A little angsty towards the end there, but I hope you liked it. Review please!**


	3. Confession

**A/N: Here's chapter 3. Thank you so much for your reviews. They really help me keep writing. **

A couple days passed before I saw Damon again. By being ignorant about his intentions, he had decided to shut me out completely. I would try to go and see him at the boarding house, but he'd either not be home or he would take one look at me and walk upstairs to his room and lock the door. I was getting sick of it.

It was a couple minutes after midnight and I was once again tossing and turning in my bed, unable to sleep, but for different reasons this time. I couldn't get the image of Damon kissing me out of my head. It made me feel tingly all over and I would revel in the way my lips had been swollen in the dream, making me want more.

I grabbed my phone off my nightstand and dialed his number. It rung once then went to voice mail. He hadn't missed my call, he'd hung up on me.

_Why are you avoiding me_? I sent the text, sitting up in bed, my blankets dropped into my lap. The cool air felt good on my skin and I pushed my comforter down further so the cold could envelope me. I closed my eyes and took in a deep breath of fresh, crisp air that was flowing in from my open window.

My phone didn't buzz after several minutes. I sighed and put it back on the nightstand, depressed that I probably blew it with Damon by unintentionally insulting him.

"I'm not avoiding you," a voice said from my window, causing me to jump. I looked over and saw Damon lounging against the window, his arms crossed over his chest which was exposed because he hadn't bothered to button up his shirt all the way. He looked like shit, his hair disheveled and his clothes wrinkled.

"Then what are you doing?" I asked, turning towards him, unconsciously rubbing my hand on my thigh. My skin felt hot and rubbing it helped remove the heat.

His eyes locked on my hand for the briefest seconds, before returning to my face. He looked pained.

He shrugged. "Why do you think everything's about you, Elena? Can't I be miserable for some other reason than you spurning me?"

I looked down at my lap, saddened by the confirmation that I had hurt him. Part of me wanted to curl up into a ball, but the other part of me wanted to comfort him.

I got up from the bed and padded softly towards him. He watched me through guarded eyes, unsure of what to expect from me. I didn't even really know what I was going to do when I reached him. Before I could think about what I was doing, I wrapped my arms around him and pulled him into a hug.

Damon stiffened at my touch, I could feel his face straining to pull away from me. The more he fought, the tighter I held him. After a few moments, he sighed and relaxed against me, but didn't return the hug.

"Why are you doing this to me, Elena?"

"Because you're my friend." I whispered, giving him a little squeeze.

"I don't mean the hug."

"Oh. What am I doing then?"

He put his hands on my shoulders and pushed me back enough so I didn't have to break the hug, but I did have to look at him.

"Why are you messing with my emotions?"

I looked in his strikingly blue eyes and saw the utter sadness embedded there. I wanted to take his pain away, and I knew that a hug just wasn't going to do it. I wanted to make him feel happy and give him a reason to live. I wanted to give him love.

I sighed and leaned against him, my head resting on his shoulder and my arms dropping to my sides.

"I'm so sorry, Damon. I was only trying to be your friend."

"My friend? Why would you want to be friends with me? I'm a heartless monster." The last part he said with a growl, as if annoyed at the title he'd been given.

I looked up at him again and shook my head. His hand brushed my cheek and I realized he was wiping away a tear.

"You're not a monster, Damon. And you're not heartless." I put my hand on his chest, not feeling anything moving beneath his skin, but praying that I could. "It's in there, Damon. Somewhere underneath that shell you've built around yourself is a heart bigger than anything I've ever seen."

His hand closed around mine and squeezed. He rested his cheek on the top of my head and rubbed his skin against my hair, taking in a deep breath.

"Only you can bring it out in me, Elena."

I was going to say [i] what about Katherine? But stopped myself. She had hurt him, and I didn't want to bring up any more suffering for Damon.

I felt his lips press into my hair and I sighed. I wrapped my arms around his torso, and he wrapped his arms around me, holding me tight. I buried my face into his chest, and took in all that I could of Damon.

Without realizing what I was doing, I tilted my chin up and placed the most tender of kissed on his neck, right where his pulse was supposed to be.

He froze at my touch. I nuzzled my nose against his skin, and kissed his neck again. When he shivered, I smiled. It was nice to be able to have that affect on him, even if it was misleading. After all, I didn't really love Damon.

But then what was I doing there in his arms, kissing his neck, and wishing away his pain? Didn't you do that for the people you loved?

Could I even love Damon?

I pulled back and looked into his face. He was regarding me with eyes full of trust and hope and I realized that yes, I could come to love Damon. In a way, I did already.

Oh so slowly, I lifted my chin up and closed the distance between us. He hesitated before leaning forward as well, closing his eyes as our lips touched. I sighed into his mouth when our lips connected, and he took that as a sign to deepen the kiss.

He pressed hard against my lips, using his teeth and tongue to play with my bottom lip and make it tingle and throb. It was beyond heavenly and so unlike anything I had shared with Stefan.

Once the barrier had been broken, Damon began moving more urgently against me and I followed, pressing ourselves as close together, and I moaned when my tank top dipped lower on my chest, allowing his chest and mine to caress each other.

His hands roamed my back, slipping in and out of my shirt, leaving searing hot trails of need along my skin. I did the same, though I explored his abs and played with the trail of short hair that lead down into his pants. When my hands pushed below his belt and explored the sensitive skin, he gasped, pulling away from me.

"What?" I asked, out of breath and eyes unfocused. He had a similar expression, except he was pushing me away at arm's length.

"We can't do this." He closed his eyes and took a step back.

"Why not?"

"Because you're just doing this out of pity." I winced when he said that.

"I'm not doing this out of pity, Damon."

He opened his eyes and looked me over, searching for a lie that wasn't there.

"Then why?"

I took a step closer, glad that his hands on my shoulders gave when I moved, and took his face in my hands.

"Because I care about you, Damon."

In an instant I saw a flash of relief swarm his vision. He looked like he was ready to cry, and probably to prevent me from seeing that, he pulled me into a hug and kissed my hair.

"Oh Elena. You're the sweetest creature I've ever met. Why are you so kind to me?"

I rubbed my cheek against his hard chest, taking in a deep breath of his cologne. "Because I love you, Damon."

Both of us froze at my words. I hadn't meant to say them, but as soon as they were said, I knew they were true. I did love Damon. I loved him and I trusted him with my heart and soul.

He looked down at me, again seeking the lie that for whatever reason he was expecting to be there. When he didn't find any, he smiled and kissed me tenderly, savoring my lips. He pulled away and whispered into my ear, "I love you, Elena. More than you could ever imagine."

I smiled and kissed him.

**A/N: Think it was maybe a lil too mushy? Please review.**


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